icfi20150605_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2015

 

 

ICF International, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-33045

22-3661438

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

 

 9300 Lee Highway, Fairfax, Virginia

 

 22031

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (703) 934-3000

 

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 5.07      Submission of Matters to a Vote of Security Holders

 

The 2015 Annual Meeting of Stockholders of ICF International, Inc. (the “Company”) was held on Friday, June 5, 2015.

 

Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, and the final voting results of each such matter.

 

1.     Election of two (2) directors to serve for a term expiring at the Company’s annual meeting in 2018:

 

 Name

Votes For

Votes Withheld

Broker Non-Votes (1)

Total

         

Eileen O’Shea Auen

16,850,302

326,832

961,064

18,138,198

Cheryl Grisé

17,093,154

83,980

961,064

18,138,198

 

2.     Approval of the amendment to the ICF International, Inc. 2010 Omnibus Incentive Plan, as amended on June 7, 2013:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes (1)

Total

         

15,342,752

1,831,520

2,862

961,064

18,138,198

 

3.     Approval of the material terms of the 2010 Incentive Plan, for purposes of complying with the requirements of Internal Revenue Code Section 162(m):

 

Votes For

Votes Against

Abstentions

Broker Non-Votes (1)

Total

         

16,056,804

1,117,864

2,466

961,064

18,138,198

 

4.      Non-binding advisory vote regarding the Company’s overall pay-for-performance executive compensation program:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes (1)

Total

         

16,629,909

537,706

9,519

961,064

18,138,198

 

5.     Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2015:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes (1)

Total

         

18,004,931

122,982

10,285

(0)

18,138,198

 


(1)

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ICF International, Inc.

 

 

 

 

 

 

 

 

 

Date: June 8, 2015

By:

/s/ James C. Morgan

 

 

 

James C. Morgan

 

 

 

Executive Vice President and Chief Financial Officer